Yes, the Finnish merger control rules are set out in the Competition Act.

The Finnish Competition and Consumer Authority ("FCCA") as the first instance and the Market Court as the appeal instance or the instance to which the FCCA must propose the blocking of a notified merger. Ultimately the Market Court's decisions may be appealed to the Supreme Administrative Court.

In cases where the European Commission has jurisdiction to review the merger (meaning there is a so-called "community dimension"), the FCCA does not have jurisdiction.

Yes, provided certain turnover thresholds set out in the Competition Act are fulfilled, notification to the FCCA is mandatory.

The actual format of the filing is fixed and a template for it can be downloaded from the FCCA's website. A filing must be submitted in Finnish or Swedish whilst annexes in other languages will be accepted.

All changes of control (e.g. mergers, acquisitions of or changes in joint or sole control, creations of joint ventures) on a lasting basis are notifiable to the FCCA if the following turnover thresholds are met: the combined turnover of all undertakings concerned (interpreted akin to the EUMR) in Finland is EUR 100 million AND at least two of the undertakings concerned achieve a turnover of EUR 10 million in Finland.

No, unless the minority investment results in the acquisition of (de jure) control.

Yes, foreign-to-foreign transactions are notifiable as long as the above set-out turnover thresholds are met. The local effects test is embedded in the second threshold (i.e. at least two undertakings concerned must achieve a EUR 10 million turnover in Finland).

The combined turnover of all undertakings concerned (interpreted akin to the EUMR) in Finland is EUR 100 million AND at least two of the undertakings concerned achieve a turnover of EUR 10 million in Finland.

Filing is mandatory. 

There is no deadline for filing. However, the transaction may not be consummated before approval has been granted (suspensory effect).

Yes, the waiting period runs until approval is granted. If approval is received in the first phase, the waiting period is a maximum of 23 working days from filing. If the process continues into the in-depth review, this can last for up to 69 working days from the decision of the FCCA to instigate the so-called second phase (or 115 working days provided the Market Court grants a requested 46 working day extension to the second phase).

The actual format of the filing is fixed and a template for it can be downloaded from the FCCA's website. A filing must be submitted in Finnish or Swedish whilst annexes in other languages will be accepted. The content of the filing depends heavily on whether the transaction notified involves overlaps (horizontal or vertical) between the parties to the transaction or not. If there are no overlaps (or other competition concerns) filings in Finland tend to be quite simple and contain only the basic information regarding the transaction and the parties and their activities. However, if there are overlaps and the parties have market shares above 20 percent on the markets where they are both active (or above 30 percent on the markets in which their activities are vertically linked), the need to provide information, including estimates of market shares from the last 3 years as well as lists of the most important competitors, customers and suppliers, increases considerably.

No, there are no filing fees in Finland.

As noted above, the phase I review must take place within 23 working days from filing. The Phase II review may extend to 69 working days from the decision to proceed to Phase II (usually the last day of Phase I) and the Market Court may further extend the Phase II review by up to 46 working days upon the request of the FCCA. In simple cases, the FCCA may make decisions even in 2-3 weeks, however, this is not in the power of the notifying parties. Both phase I and II can be suspended by the authority by "stopping the clock", for example, due to the parties needing to provide additional information. Moreover, in complex cases where commitments are discussed, the authority may resort to stopping the clock to ensure that there is sufficient time to review and market-test the commitments.

The FCCA uses the same substantive test as the European Commission i.e. whether the notified transaction results in a significant impediment of effective competition ("SIEC") in the Finnish market.

The FCCA may either approve (either unconditionally or with conditions) a notified transaction or it may propose to the Market Court that the transaction be prohibited. If a proposal to prohibit is made to the Market Court, the court has 69 working days from the date of the FCCA's proposal to rule on the case.

Yes. In fact, parties must proactively offer commitments to the FCCA as this is an obligation of the notifying parties. Naturally, the FCCA will prompt the discussion by making it clear to the parties that it has serious concerns as to the compatibility of the notified transaction. Commitments can be offered and accepted in both Phases I and II.

According to the Competition Act, the sanction for not filing is at a maximum of 10 percent of the turnover of the notifying party(ies). The sanctions for providing incomplete information are set out in the Penal Code (according to which the sanction may be a fine or even up to 6 months imprisonment). There have been no decisions of the FCCA sanctioning such behavior as of yet.

The maximum penalty for implementing a merger before clearance or implementing a merger that has been prohibited by the Market Court is 10 percent of the turnover of the notifying party(ies). There have been no decisions by the FCCA sanctioning such behavior as of yet.

No, the agency cannot review and/or challenge mergers that are not notifiable unless the statutory thresholds are met, as the FCCA has no jurisdiction to review the transaction.

There is no official procedure for such a situation in Finland but in practice, the FCCA would contact the parties and request information of any notifiability assessment. If the FCCA would deem the parties' assessment incorrect it would request a notification and propose to the Market Court that the parties be fined for failing to notify.

The FCCA has, since the appointment of the current head of the Merger Control unit, clearly shown an increased tendency to take matters to Phase II and taken very strict views on procedural questions such as completeness of notifications. Generally, the FCCA's merger control unit is very approachable, accessible and a good team to work with.

Something useful to keep in mind for Finnish merger control purposes is that pre-notification (including circulating a draft notification to the FCCA in advance of filing)has over the past years become an established custom even in simple cases. The FCCA appreciates having as much advance notice of upcoming notifications as possible which will allow them to staff and allocate resources more efficiently.